KRC insider Justin Smart receives 3,034 shares via RSU credits

Rhea-AI Filing Summary

Justin William Smart, President and officer of Kilroy Realty Corporation (KRC), reported grants and crediting of restricted stock units on 10/08/2025. The report shows a non‑derivative acquisition of 3,034.8012 shares (transaction coded A), recorded at $0 as these reflect restricted stock unit settlements or dividend equivalent grants rather than open‑market purchases. Table II lists two crediting events of restricted stock units: 595.9288 and 629.4748 RSUs, each converting to the same number of underlying common shares, increasing the reporting person’s beneficial ownership. The filing explains these credits are dividend equivalents tied to previously granted awards under the Kilroy Realty 2006 Incentive Award Plan and that certain performance units awarded in 2023 and 2024 remain subject to time‑based vesting and performance conditions through year‑end 2025 and 2026 respectively.

Positive

• Increased insider alignment: crediting of RSUs and dividend equivalents raises the officer’s beneficial ownership
• Transparency: the Form 4 discloses the mechanic and ties credits to specific 2023 and 2024 performance awards

Negative

• No cash investment signal: the reported $0 price indicates these were awards, not open‑market purchases
• Vesting uncertainty: significant portions remain subject to time‑based vesting through 12/31/2026

Insights

Compensation Analyst

RSU credits and dividend equivalents increased reported holdings without cash purchase.

The entries show restricted stock unit crediting and the conversion of dividend equivalents into additional RSUs rather than open market buys. The non‑derivative line for 3,034.8012 shares at $0 aligns with award settlement mechanics where shares are recorded upon vesting or crediting.

Key dependencies include the stated 2023 and 2024 performance awards that remain subject to time‑based vesting through 2025 and 2026; investors can watch those vesting dates for potential additional share delivery.

Corporate Governance Expert

Officer disclosures reflect routine equity compensation and are material to insider ownership metrics.

The filing updates beneficial ownership totals and details that dividend equivalent credits increase the minimum number of units eligible to vest for performance awards. These mechanics raise reported ownership but do not indicate a cash investment or change in control.

Potential governance signals include the officer’s increased alignment with equity through award credits; monitor the 12/31/2025 and 12/31/2026 performance period ends for final vesting outcomes that could further change share counts.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Smart Justin William

(Last) (First) (Middle)

C/O KILROY REALTY CORPORATION

12200 W. OLYMPIC BLVD., SUITE 200

(Street)

LOS ANGELES CA 90064

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
KILROY REALTY CORP [ NYSE: KRC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President

3. Date of Earliest Transaction (Month/Day/Year)
10/08/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common stock, par value $0.01 per share(1)	10/08/2025		A		3,034.8012	A	$0	376,523.2121	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units(2)	(3)	10/08/2025		A		595.9288		(4)	(4)	Common Stock	595.9288	$0	94,566.2316	D
Restricted Stock Units(2)	(3)	10/08/2025		A		629.4748		(5)	(5)	Common Stock	629.4748	$0	95,195.7064	D

Explanation of Responses:

1. Grant of restricted stock units in respect of dividend equivalent rights with respect to underlying restricted stock unit awards previously reported on Table I, which were granted pursuant to the Kilroy Realty 2006 Incentive Award Plan and the terms of the applicable award agreement.

2. Crediting of restricted stock units in respect of dividend equivalent rights with respect to underlying restricted stock unit awards previously reported on Table II, which were granted pursuant to the Kilroy Realty 2006 Incentive Award Plan and the terms of the applicable award agreement.

3. Each restricted stock unit represents a contingent right to receive one share of Issuer common stock.

4. The reporting person was awarded performance units in 2023 covering a three-year performance period ending December 31, 2025. The reporting person previously reported the minimum number of units subject to the award eligible to vest based on 2023 and 2024 performance. The number of units reported reflects the additional minimum number of units eligible to vest as a result of the crediting of restricted stock units in respect of dividend equivalent rights. The units remain subject to additional time-based vesting requirements.

5. The reporting person was awarded performance units in 2024 covering a three-year performance period ending December 31, 2026. The reporting person previously reported the minimum number of units subject to the award eligible to vest based on 2024 performance. The number of units reported reflects the additional minimum number of units eligible to vest as a result of the crediting of restricted stock units in respect of dividend equivalent rights. The units remain subject to additional time-based vesting requirements.

Remarks:

	/s/ Heidi R. Roth, as attorney-in-fact for Justin William Smart	10/10/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did Justin William Smart report on the KRC Form 4?

He reported acquisition credits of 3,034.8012 shares and two RSU credits of 595.9288 and 629.4748, dated 10/08/2025.

Were the reported transactions cash purchases or award credits for KRC (ticker: KRC)?

These were award credits and dividend equivalents recorded at $0, not open‑market cash purchases.

Do the credited RSUs for KRC immediately vest?

No. The filing states the units remain subject to additional time‑based vesting and performance conditions through the stated performance periods.

Which plans govern the reported RSU credits for KRC insiders?

The credits were made under the Kilroy Realty 2006 Incentive Award Plan and applicable award agreements.

How do these entries affect Justin Smart’s beneficial ownership totals?

The Form 4 shows updated beneficial ownership totals reflecting the credits: common stock ownership and underlying amounts increased per the tables in the filing.